Common use of Event of Loss; Replacement; Optional Redemption Clause in Contracts

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3, any payments received by Security Agent (1) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 shall be applied to redeem the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRST, (a) to reimburse Security Agent and the Lenders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrower, under the Operative Agreements, and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” below) to Security Agent and the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2); SECOND, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECOND” of Section 3.3, plus any applicable Breakage Amount; and THIRD, as provided in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part of the Collateral (provided, that such moneys shall be invested as provided in Article 6) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3, any payments received by Security Agent Mortgagee (1) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 shall be applied to redeem the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRST, (a) to reimburse Security Agent Mortgagee and the Lenders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrower, under the Operative Agreements, and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” below) to Security Agent Mortgagee and the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2); SECOND, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECOND” of Section 3.3, plus any applicable LIBOR Breakage Amount; and THIRD, as provided in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or (together with any Replacement Engine Engine) is substituted for the Airframe or Engine (and, if applicable, Engines) subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent Mortgagee shall be held by Security Agent Mortgagee as part of the Collateral permitted by Section 7.4 (provided, that such moneys shall be invested as provided in Article 6Section 6.6) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine (and, if applicable, Engines) and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus Make-Whole Amount, if any); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; Fourth, to pay the amounts specified in clause “Fifth” of Section 3.03 hereof in the order of priority set forth therein; Fifth, if any applicable Breakage Amount; Related Event of Default shall have occurred and THIRDbe continuing, as provided in clause “FOURTHseventh” of Section 3.33.03 hereof; and Sixth, as provided in clause “Eighth” of Section 3.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof [Trust Indenture and Mortgage (provided, NXXXUA)] (provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if . No Make-Whole Amount shall be due and payable on the Equipment Notes as a Default or consequence of the redemption of the Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus any applicable Breakage Make-Whole Amount, if applicable, any Break Amount, if applicable, or any Prepayment Premium, if applicable); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; and THIRDFourth, as provided in clause “FOURTHSixth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as [Trust Indenture and Mortgage (NXXXUA)] provided herein; providedthat in the case of a redemption of Equipment Notes pursuant to Section 2.10(b), if a Default particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to clause “Second” above with respect to such Series. No Make-Whole Amount or Prepayment Premium shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus Make-Whole Amount, if any); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; Fourth, to pay the amounts specified in clause “Fifth” of Section 3.03 hereof in the order of priority set forth therein; Fifth, if any applicable Breakage Amount; Related Event of Default shall have occurred and THIRDbe continuing, as provided in clause “FOURTHseventh” of Section 3.33.03 hereof; and Sixth, as provided in clause “Eighth” of Section 3.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; providedthat in the case of a redemption of Equipment Notes pursuant to Section 2.10(c) or (d), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to clause “Second” above with respect to such Series. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold the Airframe or the Airframe and one or more Engines. [Trust Indenture and Mortgage (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.NXXXUA)]

Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.11 hereof, plus any applicable Breakage Make-Whole Amount, if applicable); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; and THIRDFourth, as provided in clause “FOURTHSixth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.